**Exhibit10.2**

 

**FORM OF STOCK OPTION AWARDAGREEMENT**

 

***Certificateof Stock Option Grant***

1275 Harbor BayParkway

Alameda, CA 94502USA

Main:1-510-864-8800

Fax:   1-510-864-8802

 

Employee ID:

 

You have been granted anoption to purchase UTStarcom, Inc. Common Stock as follows:

 

**Type ofOption:**

**GrantNo.:**

**StockOption Plan:**

**Date ofGrant:**

**VestingCommencement Date:**

**TotalNumber of Option Shares:**

**OptionExercise Price per Share:**

**TotalExercise Price of Option Shares:**

**Term/ExpirationDate:**

 
| ** **               | ** ** | **Vesting Frequency** | ** ** | **Total Shares Vesting** |
|--------------------------|------------|-----------------------|------------|--------------------------|
| **Vesting  Period Ends** | ** ** | **During Period**     |       | **Over Period**          |
| ** **               | ** ** | ** **            |       | ** **               |
| ** **               | ** ** | ** **            |       | ** **               |
| ** **               | ** ** | ** **            |       | ** **               |

 

You agree by acceptanceof this grant that this grant is subject to the terms and conditions of the2006 Equity Incentive Plan (as amended from time to time), the Stock OptionAward Agreement for the Plan year (the “Award Agreement”), and anycountry-specific terms and conditions contained in an Appendix to the AwardAgreement if you are resident in or transfer to one of the countries identifiedtherein.

 

 
| [Signature] |   |
|-------------|--------|
|        |   |
| [Name]      |   |
|        |   |
| [Title]     |   |

 

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** **

**UTSTARCOM,INC.**

** **

**2006EQUITY INCENTIVE PLAN**

** **

**STOCKOPTION AWARD AGREEMENT**

** **

Unless otherwise definedherein, the terms defined in the 2006 Equity Incentive Plan (the “**Plan**”) will have the same defined meanings in this StockOption Award Agreement (the “**Award Agreement**”).

 

# **I.**                                         NOTICE OF STOCK OPTION GRANT

# ** **

A.      The Plan Administrator of UTStarcom, Inc., a Delawarecorporation (the “**Company**”),hereby grants to the individual named in the Certificate of Stock Option Grant(the “**Participant**”) an option (the “**Option**”) to purchase the number of shares, as set forth inthe Certificate of Stock Option Grant, at the exercise price per share setforth in the Certificate of Stock Option Grant (the “**ExercisePrice**”), subject to the terms and conditions of the Plan, which isincorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of aconflict between the terms and conditions of the Plan and the terms andconditions of this Award Agreement, the terms and conditions of the Plan willprevail.

 

Subject to anyacceleration provisions contained in the Plan or set forth below, this Optionmay be exercised, in whole or in part, in accordance with the followingschedule:

 

Twenty-five percent (25%) of the Shares subject to the Option shallvest twelve (12) months after the Vesting Commencement Date, and 1/48 of theShares subject to the Option shall vest each month thereafter on the same dayof the month as the Vesting Commencement Date (and if there is no correspondingday, on the last day of the month), subject to Participant continuing to be anactive Service Provider through such dates.

 

B.                                     Termination Period:

 

This Option shall beexercisable for three (3) months after Participant ceases to be an activeService Provider, unless such termination is due to Participant’s death orDisability, in which case this Option shall be exercisable for****twelve (12) months after Participant ceases to be a ServiceProvider.  Notwithstanding the foregoing,in no event may this Option be exercised after the Term/Expiration Date asprovided above and may be subject to earlier termination as provided in Section 14(c) ofthe Plan.

 

# **II.**                                     AGREEMENT

# ** **

A.                                   Exercise of Option.

 

#### 1.                                       Right to Exercise. This Option is exercisable during its term in accordance with theVesting Schedule set out in the Certificate of Stock Option Grant and theapplicable provisions of the Plan and this Award Agreement.

####  

#### 2.                                       Method of Exercise. This Option is exercisable by delivery of an exercise notice, in theform attached as Exhibit A (the “**ExerciseNotice**”) or in such other form and manner as determined by theAdministrator, which will state the election to exercise the Option, the numberof Shares in respect of which the Option is being exercised (the “**Exercised Shares**”), and such other representations andagreements as may be required by the Company pursuant to the provisions of thePlan.  The Exercise Notice will becompleted by Participant and delivered to the Company.  The Exercise Notice will be accompanied bypayment of the aggregate Exercise Price as to all Exercised Shares, togetherwith any applicable withholding taxes. This Option will be deemed to be exercised upon receipt by the Companyof such fully executed Exercise Notice accompanied by such aggregate ExercisePrice and any applicable tax withholding (as discussed in greater detail in Section II.Gbelow).

 

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No Shares will be issuedpursuant to the exercise of this Option unless such issuance and exercisecomply with Applicable Laws.  Assumingsuch compliance, for income tax purposes the Exercised Shares will beconsidered transferred to Participant on the date the Option is exercised withrespect to such Exercised Shares.

 

B.                                     Method of Payment.

 

Paymentof the aggregate Exercise Price will be by any of the following, or acombination thereof, at the election of Participant:

 

### 1.                                       cash;

###  

### 2.                                       check; or

###  

### 3.                                       consideration received by the Companyunder a formal cashless exercise program adopted by the Company in connectionwith the Plan.

###  

C.                                     Non-Transferability of Option. Unless determined otherwise by the Administrator, this Option may not betransferred in any manner otherwise than by will or by the laws of descent ordistribution and may be exercised during the lifetime of Participant only byParticipant.

 

D.                                    Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the booksof the Company or of a duly authorized transfer agent of the Company) of theShares, no right to vote or receive dividends or any other rights as astockholder will exist with respect to the Shares, notwithstanding the exerciseof the Option.  The Shares so acquiredwill be issued to Participant as soon as practicable after exercise of theOption.  No adjustment will be made for adividend or other right for which the record date is prior to the date ofissuance, except as provided in Section 14 of the Plan.

 

E.                                      Restrictions on Exercise. This Option may not be exercised until such time as the Plan has beenapproved by the shareholders of the Company, or if the issuance of such Sharesupon such exercise or the method of payment of consideration for such shareswould constitute a violation of any Applicable Law or other law orregulation.  Further, Participant agreesthat, if so requested by the Company, Participant shall not exercise thisOption, or sell or otherwise transfer any Shares or other securities of theCompany.  Participant also agrees thatthe Company may issue stop-transfer instructions with respect to Participant’sShares.

 

F.                                      Term of Option.

 

This Option may beexercised only within the term set out in the Certificate of Stock Option Grantand Notice of Stock Option Grant, and may be exercised during such term only inaccordance with the Plan and the terms of this Award Agreement.

 

G.                                     Tax Obligations.

 

### 1.                                       Regardless of any action the Company orParticipant’s employer (the “**Employer**”)takes with respect to any or all income tax, social insurance, payroll tax,payment on account or other Tax Obligations related to Participant’sparticipation in the Plan and legally applicable to Participant (“**Tax Obligations**”), Participant acknowledges that theultimate liability for all Tax Obligations is and remains Participant’s responsibilityand may exceed the amount actually withheld by the Company or theEmployer.  Participant furtheracknowledges that the Company and/or the Employer (a) make norepresentations or undertaking regarding the treatment of any Tax Obligationsin connection with any aspect of the Option, including, without limitation, thegrant, vesting or exercise of the Option, the issuance of Shares at exercise ofthe Option, the subsequent sale of Shares acquired pursuant to such issuanceand the receipt of any dividends; and (b) do not commit to and are underno obligation to structure the terms of the grant or any aspect of the Optionto reduce or eliminate Participant’s liability for Tax Obligations or toachieve any particular tax result. Furthermore, if Participant has become subject to tax in more than onejurisdiction between the Date of Grant and the date of any relevant taxableevent, Participant acknowledges that the Company and/or the 

 

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Employer (or former employer, as applicable) may berequired to withhold or account for Tax Obligations in more than onejurisdiction.

###  

### 2.                                       Prior to any relevant taxable or taxwithholding event, as applicable, Participant will pay or make adequatearrangements satisfactory to the Company and/or the Employer to satisfy all TaxObligations.  In this regard, Participantauthorizes the Company and/or the Employer, or their respective agents, attheir discretion, to satisfy the obligations with regard to all Tax Obligationsby one or a combination of the following: (a) withholding from Participant’swages or other cash compensation paid to Participant by the Company, theEmployer and/or any other Subsidiary or Affiliate; or (b) withholding fromproceeds of the sale of shares acquired at exercise of the Option eitherthrough a voluntary sale or through a mandatory sale arranged by the Company(on Participant’s behalf pursuant to this authorization); or (c) withholdingin shares to be issued at exercise of the Option.

###  

### 3.                                       To avoid any negative accountingtreatment, the Company may withhold or account for Tax Obligations byconsidering applicable minimum statutory withholding amounts or otherapplicable withholding rates.  If theobligation for Tax Obligations is satisfied by withholding in Shares, for taxpurposes, Participant is deemed to have been issued the full number of Sharessubject to the exercised Option Shares, notwithstanding that a number of theShares are held back solely for the purpose of paying the Tax Obligations dueas a result of any aspect of Participant’s participation in the Plan.

###  

### 4.                                       Finally, Participant shall pay to theCompany or the Employer any amount of Tax Obligations that the Company or theEmployer may be required to withhold or account for as a result of Participant’sparticipation in the Plan that cannot be satisfied by the means previouslydescribed in this Section.  The Companymay refuse to issue or deliver the Shares or the proceeds of the sale ofShares, if Participant fails to comply with Participant’s obligations inconnection with the Tax Obligations.

###  

H.                                    No Advice Regarding Grant. PARTICIPANT UNDERSTANDS THAT HE/SHE MAY SUFFER ADVERSE TAXCONSEQUENCES AS A RESULT OF PARTICIPANT’S PARTICIPATION IN THE PLAN INCLUDING,WITHOUT LIMITATION, EXERCISE OF THE OPTION, OR PURCHASE OR DISPOSITON OF THESHARES.  PARTICIPANT REPRESENTS THATPARTICIPANT HAS CONSULTED WITH ANY TAX, LEGAL OR FINANCIAL CONSULTANTSPARTICIPANT DEEMS ADVISABLE IN CONNECTION WITH THE EXERCISE OF THE OPTION, ORPURCHASE OR DISPOSITON OF THE SHARES, AND THAT PARTICIPANT IS NOT RELYING ONTHE COMPANY FOR ANY TAX ADVICE.

 

I.                                         Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documentsrelated to current or future participation in the Plan by electronic means.  Participant hereby consents to receive suchdocuments by electronic delivery and agrees to participate in the Plan throughan online or electronic system established and maintained by the Company or athird party designated by the Company.

 

J.                                        Entire Agreement; Governing Law; Venue.

 

### 1.                                       The Plan is incorporated herein byreference.  The Plan and this AwardAgreement (with any country-specific appendix thereto) constitute the entireagreement of the parties with respect to the subject matter hereof andsupersede in their entirety all prior undertakings and agreements of theCompany and Participant with respect to the subject matter hereof, and may notbe modified adversely to Participant’s interest except by means of a writingsigned by the Company and Participant.

###  

### 2.                                       This Award Agreement is governed by theinternal substantive laws, but not the choice of law rules, of California.  For purposes of litigating any dispute thatarises directly or indirectly from the relationship of the parties evidenced bythe Option or this Award Agreement, the parties hereby submit to and consent tothe exclusive jurisdiction of the State of California and agree that suchlitigation shall be conducted only in the courts of the County of Alameda,State of California, or the federal courts for the United States for theNorthern District of California, and no other courts, where this grant is madeand/or to be performed.

 

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K.                                    Language.  IfParticipant received this Award Agreement or any other document related to thePlan translated into a language other than English and if the meaning of thetranslated version differs from the English version, the English version shallcontrol.

 

L.                                      Severability. The provisions of this Award Agreement are severable and if any one ormore provisions are determined to be illegal or otherwise unenforceable, inwhole or in part, the remaining provisions shall nevertheless be binding andenforceable.

 

M.                                 Appendix. Notwithstanding any provisions in this Award Agreement, the Optiongranted to Participant shall be subject to any special terms and conditions setforth in any Appendix to this Award Agreement for Participant’s country.  Moreover, if Participant relocates to one ofthe countries included in the Appendix, the special terms and conditions forsuch country shall apply to Participant, to the extent the Company determinesthat the application of such terms and conditions is necessary or advisable inorder to comply with local law or to facilitate the administration of thePlan.  The Appendix constitutes part ofthis Award Agreement.

 

N.                                    Imposition of Other Requirements. The Company reserves the right to impose other requirements onParticipant’s participation in the Plan, on the Option and on any Sharesacquired under the Plan, to the extent the Company determines it is necessaryor advisable in order to comply with local law or facilitate the administrationof the Plan, and to require Participant to execute any additional agreements orundertaking that may necessary to accomplish the foregoing.

 

O.                                    No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANTTO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN ACTIVESERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARYEMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREESTHAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THEVESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIEDPROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’SRIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING ORRETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICEPROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

 

By Participant’s receiptof this Award Agreement, Participant and the Company agree that this Option isgranted under and governed by the terms and conditions of the Plan and thisAward Agreement (including any country-specific appendix thereto).  Participant has reviewed the Plan and thisAward Agreement in their entirety, has had an opportunity to obtain the adviceof counsel prior to executing this Award Agreement and fully understands allprovisions of the Plan and this Award Agreement.  Participant hereby agrees to accept as binding,conclusive and final all decisions or interpretations of the Administrator uponany questions relating to the Plan and this Award Agreement.  Participant further agrees to notify theCompany upon any change in the residence address indicated below.

 

***[Appendix with Country-Specific Terms and Conditions ImmediatelyFollows]***

 

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**APPENDIX A**

 

**ADDITIONALTERMS AND CONDITIONS**

**UTSTARCOM,INC.**

**2006EQUITY INCENTIVE PLAN**

**STOCKOPTION AWARD AGREEMENT**

** **

**FOR U.S.PARTICIPANTS**

 

***TERMSAND CONDITIONS***

 

This Appendix includesadditional terms and conditions that govern the Option granted under the Planif Participant resides in the U.S. or is subject to taxation in the U.S.  Certain capitalized terms used but not definedin this Appendix shall have the meanings set forth in the Plan, the Certificateof Stock Option Grant and/or the Award Agreement to which this Appendix isattached.

 

A.                                   Incentive Stock Options.

 

1.                                       If designated in the Notice of Grant asan Incentive Stock Option (“**ISO**”), theOption is intended to qualify as an Incentive Stock Option under Section 422of the Code.  However, if the Option isintended to be an Incentive Stock Option, to the extent that it exceeds the$100,000 rule of Code Section 422(d) it will be treated as aNonstatutory Stock Option (“**NSO**”).  Further, if for any reason the Option (orportion thereof) shall not qualify as an ISO, then, to the extent of suchnonqualification, such Option (or portion thereof) shall be regarded as a NSOgranted under the Plan.  In no eventshall the Administrator, the Company or any Parent or Subsidiary or any oftheir respective employees or directors have any liability to Participant (orany other person) due to the failure of the Option to qualify for any reason asan ISO.

 

2.                                       If the Option granted to Participantherein is an ISO, and if Participant sells or otherwise disposes of any of theShares acquired pursuant to the ISO on or before the later of (a) the datetwo years after the Date of Grant, or (b) the date one year after the dateof exercise, Participant will immediately notify the Company in writing of suchdisposition.  Participant agrees thatParticipant may be subject to income tax withholding by the Company on thecompensation income recognized by Participant.

 

B.                                     Method of Payment. In addition to the methods of payment set forth in Section II.B ofthe Award Agreement, payment of the Exercise Price may also be made, at theelection of Participant, by surrender of other Shares which, (a) shall bevalued at its Fair Market Value on the date of exercise, and (b) must beowned free and clear of any liens, claims, encumbrances or security interests,if accepting such Shares, in the sole discretion of the Administrator, does notresult in any adverse accounting consequences to the Company.

 

C.                                     Code Section 409A. Under Code Section 409A, an Option that vests after December 31,2004 (or that vested on or prior to such date but which was materially modifiedafter October 3, 2004) that was granted with a per Share exercise pricethat is determined by the Internal Revenue Service (the “**IRS**”)to be less than the Fair Market Value of a Share on the date of grant (a “discountoption”) may be considered “deferred compensation.”  An Option that is a “discount option” mayresult in (i) income recognition by Participant prior to the exercise ofthe Option, (ii) an additional twenty percent (20%) federal income tax,and (iii) potential penalty and interest charges.  The “discount option” may also result inadditional state income, penalty and interest tax to the Participant.  Participant acknowledges that the Companycannot and has not guaranteed that the IRS will agree that the per Shareexercise price of this Option equals or exceeds the Fair Market Value of aShare on the date of grant in a later examination.  Participant agrees that if the IRS determinesthat the Option was granted with a per Share exercise price that was less thanthe Fair Market Value of a Share on the date of grant, Participant shall besolely responsible for Participant’s costs related to such a determination.

 

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**APPENDIX B**

 

**ADDITIONALTERMS AND CONDITIONS**

**UTSTARCOM,INC.**

**2006EQUITY INCENTIVE PLAN**

**STOCKOPTION AWARD AGREEMENT**

** **

**FORNON-U.S. PARTICIPANTS**

 

***TERMSAND CONDITIONS***

 

This Appendix includesadditional terms and conditions that govern the Option granted under the Planif Participant resides in one of the countries listed below during the exerciseperiod.  Certain capitalized terms usedbut not defined in this Appendix shall have the meanings set forth in the Plan,the Certificate of Stock Option Grant and/or the Award Agreement to which thisAppendix is attached.

 

***NOTIFICATIONS***

 

This Appendix alsoincludes notifications relating to exchange control and other issues of whichParticipant should be aware with respect to his or her participation in thePlan.  The information is based on theexchange control, securities and other laws in effect in the countries listedin this Appendix, as of August 2008. Such laws are often complex and change frequently.  As a result, the Company strongly recommendsthat Participant not rely on the notifications herein as the only source ofinformation relating to the consequences of his or her participation in thePlan because the information may be outdated when Participant exercises theOption and purchases Shares, or when Participant subsequently sells Sharesacquired under the Plan.

 

In addition, thenotifications are general in nature and may not apply to Participant’sparticular situation, and the Company is not in a position to assureParticipant of any particular result. Accordingly, Participant is advised to seek appropriate professionaladvice as to how the relevant laws in Participant’s country may apply to Participant’ssituation.  Finally, if Participant is acitizen or resident of a country other than the one in which Participant iscurrently working, the information contained herein may not be applicable toParticipant.

 

***ALLNON-U.S. PARTICIPANTS***

 

A.                                   Nature of Grant.  In accepting the grant of the Option,Participant acknowledges that:

 

### 1.                                       the Plan is established voluntarily bythe Company, is discretionary in nature and may be modified, amended, suspendedor terminated by the Company at any time;

###  

### 2.                                       the grant of the Option is voluntary andoccasional and does not create any contractual or other right to receive futuregrants of Options, or benefits in lieu of Options, even if Options have beengranted repeatedly in the past;

###  

### 3.                                       all decisions with respect to futuregrants of Options, if any, will be at the sole discretion of the Company;

###  

### 4.                                       Participant is voluntarily participatingin the Plan;

###  

### 5.                                       the Option and the Option Shares are anextraordinary item that does not constitute compensation of any kind for servicesof any kind rendered to the Company or the Employer and which is outside thescope of Participant’s employment contract, if any;

###  

### 6.                                       the Option and the Option Shares are notintended to replace any pension rights or compensation;

 

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### 7.             theOption and the Option Shares are not part of normal or expected compensation orsalary for any purposes, including, without limitation, calculating anyseverance, resignation, termination, redundancy, dismissal, end-of-servicepayments, bonuses, long-service awards, pension or retirement or welfarebenefits or similar payments and in no event should be considered ascompensation for, or relating in any way to, past services for the Company, theEmployer or any Subsidiary or Affiliate;

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### 8.             thegrant of the Option and Participant’s participation in the Plan shall not beinterpreted to form an employment contract or relationship with the Company orany Subsidiary or Affiliate;

###  

### 9.             thefuture value of the Option and the Option Shares is unknown and cannot bepredicted with certainty;

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### 10.           ifthe Option Shares do not increase in value, the Option will have no value;

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### 11.           ifParticipant exercises the Option and obtains Shares, the value of those Sharesmay increase or decrease in value, even below the Exercise Price per Share;

###  

### 12.           inconsideration of the grant of the Option, no claim or entitlement tocompensation or damages shall arise from forfeiture of the Option resultingfrom termination of Participant’s status as a Service Provider for the Companyor the Employer (for any reason whatsoever and whether or not in breach oflocal labor laws), and Participant irrevocably releases the Company and theEmployer from any such claim that may arise; if, notwithstanding the foregoing,any such claim is found by a court of competent jurisdiction to have arisen,Participant shall be deemed irrevocably to have waived his or her entitlementto pursue such claim;

###  

### 13.           inthe event of termination of Participant’s status as a Service Provider (whetheror not in breach of local labor laws), Participant’s right to vest in theOption under the Plan, if any, will terminate effective as of the date thatParticipant’s status as an active Service Provider terminates and will not beextended by any notice period mandated under local law (*e.g.*,status as an active Service Provider would not include a period of “gardenleave” or similar period pursuant to local law); the Administrator shall havethe exclusive discretion to determine when Participant’s status as an activeService Provider has terminated for purposes of the Option grant; and

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### 14.           theOption and benefits under the Plan, if any, will not automatically transfer toanother company in the case of a merger, takeover or transfer of liability.

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B.            *Data Privacy.*

##  

### *1.             Participanthereby explicitly and unambiguously consents to the collection, use andtransfer, in electronic or other form, of Participant’s personal data asdescribed in this  Award Agreement andany other Option grant materials by and among, as applicable, the Employer, theCompany and any other Subsidiary or Affiliate for the exclusive purpose ofimplementing, administering and managing my participation in the Plan.*

###  

### *2.             Participantunderstands that the Company and the Employer may hold certain personalinformation about Participant, including, but not limited to, Participant’sname, home address and telephone number, date of birth, social insurance numberor other identification number, salary, nationality, job title, any Shares ordirectorships held in the Company, details of all Options or any otherentitlement to Shares granted, canceled, exercised, vested, unvested oroutstanding in Participant’s favor, for the exclusive purpose of implementing,administering and managing the Plan (“**Data**”).*

###  

### *3.             Participantunderstands that Data will be transferred to any broker designated by theCompany and any other third parties as may be selected by the Company in thefuture, which are assisting the Company with the implementation, administrationand management of the Plan.  Participantunderstands that the recipients of the Data may be located in the United Statesor elsewhere, and that the recipients’ country (e.g., the United States) mayhave different data privacy laws and protections than Participant’scountry.  Participant understands that heor she may request a list with the names and addresses of any potentialrecipients of the Data by contacting Participant’s local*

 

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### *humanresources representative.  Participantauthorizes the Company, any broker designated by the Company and any otherpossible recipients which may assist the Company (presently or in the future)with implementing, administering and managing the Plan to receive, possess,use, retain and transfer the Data, in electronic or other form, for the solepurpose of implementing, administering and managing Participant’s participationin the Plan.  Participant understandsthat Data will be held only as long as is necessary to implement, administerand manage Participant’s participation in the Plan.  Participant understands that he or she may,at any time, view Data, request additional information about the storage andprocessing of Data, require any necessary amendments to Data or refuse orwithdraw the consents herein, in any case without cost, by contacting inwriting Participant’s local human resources representative.  Participant understands, however, thatrefusing or withdrawing his or her consent may affect his or her ability toparticipate in the Plan.  For moreinformation on the consequences of Participant’s refusal to consent orwithdrawal of consent, Participant understands that he or she may contactParticipant’s local human resources representative.*

###  

**CHINA**

 

***TERMS AND CONDITIONS***

 

**Cashless, Sell-All Exercise Restriction.**  Due to regulatory issues inChina, Participant will be required to exercise the Option and pay the ExercisePrice and any Tax Obligation related thereto by a cashless, sell-all exercise,such that Participant will deliver a properly executed notice together withirrevocable instructions to a broker in a form acceptable to the Companyproviding for the immediate sale of all of the Shares acquired upon theexercise of the Option pursuant to a program adopted by the Company.  The cash proceeds of sale, less the aggregateExercise Price, any Tax Obligations and broker’s fees or commissions, will beremitted to Participant.  In the event ofchanges in regulatory requirements, the Company reserves the right to eliminatethe cashless sell-all method of exercise requirement and, in its solediscretion, to permit cash exercise or cashless sell-to-cover exercises.

 

**Exchange Control Requirements.**  Participant understands andagrees that, pursuant to local exchange control requirements, Participant willbe required to repatriate the cash proceeds from the immediate sale of theShares issued upon exercise of the Option to China.  Participant understands that, under locallaw, such repatriation of his or her cash proceeds may need to be effectuatedthrough a special exchange control account established by the Company or theEmployer or one of the Company’s other Subsidiaries, and Participant herebyconsents and agrees that any proceeds from the sale of any Shares he or sheacquires may be transferred to such special account prior to being delivered toParticipant.  In accordance with Section II.Nof the Award Agreement, Participant further agrees to comply with any otherrequirements that may be imposed by the Company in the future in order tofacilitate compliance with exchange control requirements in China.

 

**HONG KONG**

 

***TERMS AND CONDITIONS***

 

In the event that Shares are issued to Participant or his or her heirsearlier than six (6) months from the Date of Grant, due to legalrequirements in Hong Kong, the Shares may not be sold prior to six (6) monthsafter the Date of Grant.

 

***NOTIFICATIONS***

 

*Warning:  Theoffer of a grant of an Option and the Shares to be issued upon exercise do notconstitute a public offering of securities under Honk Kong law, and are availableonly to Service Providers of the Company and its Subsidiaries.*

 

*Please note that the contents of the AwardAgreement, including the Certificate of Stock Option Grant and this Appendix,and the Plan have not been reviewed by any regulatory authority in HongKong.  The Participant is cautioned toreview the Grant documentation carefully as it may not include the sameinformation as an offer made by a Hong Kong issuer.  If the Participant is in any doubt about anyof the contents of the Option Agreement, including this Appendix, theCertificate of Stock Option Grant or the Plan, the Participant should obtainindependent legal advice.*

 

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**INDIA**

 

***TERMS AND CONDITIONS***

 

**Restriction of Exercise Methods.  **Due to legal restrictions in India,Participant acknowledges and agrees that a cashless, “sell to cover” method ofexercise, whereby a certain number of Option Shares are sold immediately uponexercise and the proceeds of the sale are remitted to the Company to cover theaggregate Exercise Price and any Tax or FBT (see below) Obligations, withParticipant receiving the remaining Shares, shall not be permitted.  In the event of changes in regulatoryrequirements, the Company reserves the right, in its sole discretion, to permita cashless “sell to cover” method of exercise.

 

**Fringe Benefit Tax.**  By accepting the Option and participatingin the Plan, Participant consents and agrees to assume any and all liabilityfor fringe benefit tax (“FBT”) that may be payable by the Company or theEmployer in connection with the exercise of the Option.  Participant further understands that theCompany may refuse to deliver Shares to Participant if the Company or theEmployer cannot recover from Participant the amount of FBT due in connectionwith the exercise of the Option.

 

***NOTIFICATIONS***

 

**Exchange Control Information.**  Participant acknowledges andagree that any proceeds from the sale of Shares acquired under the Plan and anydividends received in respect of the Shares must be repatriated to India andconverted into local currency within 90 days of receipt.  Participant must obtain a foreign inwardremittance certificate (“FIRC”) from the bank where the foreign currency isdeposited and maintain the FIRC as evidence of repatriation of funds to beproduced if requested by the Reserve Bank of India or the Employer.

 

**JAPAN**

 

***NOTIFICATIONS***

 

**Exchange Control Notification.**  If Participant acquiresShares valued at more than ¥100,000,000 in a single transaction, theParticipant must file a “Securities Acquisition Report” with the Ministry ofFinance (“MOF”) through the Bank of Japan within 20 days of the purchase ofsuch Shares.

 

In addition, if Participant pays more than ¥30,000,000 in a singletransaction for the purchase of Shares upon the exercise of the Option, theParticipant must file a “Payment Report” with the MOF through the Bank of Japanby the 20th day of the month following the month in which the payment wasmade.  The precise reporting requirementsvary depending on whether the relevant payment is made through a bank in Japan.

 

A Payment Report is required independently from a SecuritiesAcquisition Report.  Therefore, if thetotal amount that Participant pays upon a one-time transaction for exercisingthe Option and purchasing Shares exceeds ¥100,000,000, then Participant mustfile both a Payment Report and a Securities Acquisition Report.

 

**KOREA**

 

***NOTIFICATIONS***

 

**Exchange Control Information.**  If Participant realizesUS$500,000 or more from the sale of Shares, Participant must repatriate theproceeds to Korea within eighteen months of sale.

 

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** **

**EXHIBIT A**

** **

**UTSTARCOM, INC.**

** **

**2006 EQUITY INCENTIVE PLAN**

** **

**EXERCISE NOTICE**

** **

UTStarcom, Inc.

1275 Harbor Bay Parkway

Suite 100

Alameda, CA 94502

 

Attention: [              ]

 

1.             Exerciseof Option.  Effective as of today,                                ,          , the undersigned (“**Participant**”) hereby elects to purchase                            shares (the “**Shares**”) of the Common Stock ofUTStarcom, Inc. (the “**Company**”) underand pursuant to the 2006 Equity Incentive Plan (the “**Plan**”)and the Award Agreement dated                (the “**Award Agreement**”).  The purchase price for the Shares will be$                          ,as required by the Award Agreement.

 

2.             Deliveryof Payment.  Participant herewithdelivers to the Company the full purchase price for the Shares and any requiredwithholding taxes to be paid in connection with the exercise of the Option.

 

3.             Representationsof Participant.  Participantacknowledges that Participant has received, read and understood the Plan andthe Award Agreement and agrees to abide by and be bound by their terms andconditions.

 

4.             Rightsas Stockholder.  Until the issuance(as evidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company) of the Shares, no right to vote orreceive dividends or any other rights as a stockholder will exist with respectto the Shares, notwithstanding the exercise of the Option.  The Shares so acquired will be issued toParticipant as soon as practicable after exercise of the Option.  No adjustment will be made for a dividend orother right for which the record date is prior to the date of issuance, exceptas provided in Section 14 of the Plan.

 

5.             TaxConsultation.  Participantunderstands that Participant may suffer adverse tax consequences as a result ofParticipant’s purchase or disposition of the Shares.  Participant represents that Participant hasconsulted with any tax consultants Participant deems advisable in connectionwith the purchase or disposition of the Shares and that Participant is notrelying on the Company for any tax advice.

 

6.             EntireAgreement; Governing Law.  The Planand Award Agreement are incorporated herein by reference.  This Exercise Notice, the Plan, and the AwardAgreement constitute the entire agreement of the parties with respect to thesubject matter hereof and supersede in their entirety all prior undertakingsand agreements of the Company and Participant with respect to the subjectmatter hereof, and may not be modified adversely to Participant’s interestexcept by means of a writing signed by the Company and Participant.  This agreement is governed by the internalsubstantive laws, but not the choice of law rules, of California.

 

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| Submitted by: |   | Accepted by:            |
|---------------|--------|-------------------------|
|          |   |                    |
| PARTICIPANT:  |   | UTSTARCOM, INC.         |
|          |   |                    |
|          |   |                    |
| Signature     |   | By                      |
|          |   |                    |
|          |   |                    |
| Print Name    |   | Its                     |
|          |   |                    |
| Address:      |   | Address:                |
|          |   |                    |
|          |   | 1275 Harbor Bay Parkway |
|          |   | Suite 100          |
|          |   | Alameda, CA 94502       |
|          |   |                    |
|          |   |                    |
|          |   | Date Received           |

 

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